Cohn v. Borst

LANDON, J.: The lease upon which recovery was had recites that it was made and concluded between the plaintiff and “ Lodge No. 394 of Free and Accepted Masons, by their committee, S. J. Thatcher, L. T. Fox and C. Hamilton, of the second part.” That the lease is not ■the lease of the individual members of the committee, but is the * lease of the lodge, is apparent upon its face. ( Whitford v. Laidler, 94 N. Y., 145.) It is immaterial that the members of the commit [564] tee signed the lease in their individual names, and did not repeat, after their signatures their representative character, or that they placed seals after their names. (Id.) It plainly appearing upon the face of the instrument that the committee acted for the lodge, and not for themselves, their individual seals affixed to a paper that needed no seal could not add to the binding force of their representative act, or detract from it, and must per se be without significance. In cases apparently holding otlierwise, it appeared upon the face of the agreement that the person signing it acted for himself or did not disclose his principal. (Briggs v. Partridge, 64 N. Y., 357.) The existence of the lodge as a social organization, composed of about fifty members, and collectively having officers and property, was found by the court. It was, de facto, such an association as is described in chapter 258, Laws 1849, amended by chapter 445, Laws 1851; and under these statutes the action is well brought against the association in the name of its treasurer. (Tibbetts v. Blood, 21 Barb., 650; Bridenbecker v. Hoard, 32 How. Pr., 289; Kingsland v. Braisted, 2 Lans., 17; De Witt v. Chandler, 11 Abb., 470; Corning v. Greene, 23 Barb., 47; Ebbinghousen v. Worth Club, 4 Abb. N. C., 300) It was competent for the persons composing this lodge to hire a room in which to hold their meetings; and it was competent for them to agree by their by-laws that a certain number less than the whole, should at a stated meeting constitute a quorum, and that such quorum, by a majority thereof, could act for the whole body. Whatever contract it would be lawful for all to make, they could lawfully appoint their agents to make. The statutes authorizing suit against such an association in the name of an officer thereof, upon such a contract, impose no new liability; they make the enforcement of the obligation practicable and convenient. That the body is fluctuating in its membership does not present any obstacle to the recovery of the judgment, however it may affect its collection. The judgment should be affirmed, with costs. Learned, P. J., and Bookes, J., concurred. Judgment affirmed, with costs.